<PAGE>

            U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                         Form 10-QSB

(Mark One)
[  X  ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE
          SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
          ENDED SEPTEMBER 30, 2002

[     ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF
          THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
          FROM _______________ TO     _______________


Commission file number 000-29873

                              PROLOGUE
 (Exact name of small business issuer as specified in charter)

              UTAH                               87-0412110

(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)              Identification No.)


3340 E. Del Verde Avenue,
Salt Lake City, Utah                              84109
(Address of principal executive offices)        (Zip Code)


                          (801) 484-0930
                   (Issuer's telephone number)

                           Not Applicable
(Former  name, former address, and former fiscal year, if changed
 since last report)

Check  whether  the issuer (1) filed all reports required  to  be
filed by Section 13 or 15(d) of the Exchange Act during the  past
12  months  (or  for such shorter period that the registrant  was
required to file such reports), and (2) has been subject to  such
filing  requirements  for the  past  90  days.   Yes X     No __


Applicable  only  to  issuers involved in bankruptcy  proceedings
during the preceding five years

Check  whether  the  registrant filed all documents  and  reports
required  to be filed by Section 12, 13 or 15(d) of the  Exchange
Act  after  the distribution of securities under a plan confirmed
by a court.  Yes        No

Applicable only to corporate issuers

State  the  number of shares outstanding of each of the  issuer's
classes of common equity, as of the latest practicable date
50,000,000 shares of Common Stock As of September 30, 2002

Transitional Small Business Disclosure Format
(Check one):

Yes        No  X

                                -1-
<PAGE>

                   FORWARD LOOKING STATEMENTS

     This  report contains forward-looking statements as  defined
in  the  Private Securities Litigation Reform Act of 1995.   Such
statements  reflect the Company's views with  respect  to  future
events  based  upon information available to  it  at  this  time.
These   forward-looking  statements  are   subject   to   certain
uncertainties  and other factors that could cause actual  results
to  differ  materially from such statements.  These uncertainties
and other factors include, but are not limited to: the ability of
the  Company to locate a business opportunity for acquisition  or
participation  by  the  Company;  the  terms  of  the   Company's
acquisition  of  or participation in a business opportunity;  and
the   operating  and  financial  performance  of   any   business
opportunity  following its acquisition or  participation  by  the
Company.    The  words  "anticipates,"  "believes,"  "estimates,"
"expects," "plans," "projects," "targets" and similar expressions
identify  forward looking statements.  Readers are cautioned  not
to  place  undue  reliance on these forward  looking  statements,
which  speak  only as of the date the statement  was  made.   The
Company undertakes no obligation to publicly update or revise any
forward-looking   statements,  whether  as  a   result   of   new
information, changes in assumptions, future events or otherwise.


                            -2-
<PAGE>
                PART 1 - FINANCIAL INFORMATION


Item 1. Financial Statements




                                 PROLOGUE
                       [A Development Stage Company]




                                 CONTENTS

                                                                 PAGE


        -  Unaudited Condensed Balance Sheets,
            September 30, 2002 and December 31, 2001               4


        -  Unaudited Condensed Statements of Operations,
            for the three and nine months ended
            September 30, 2002 and 2001 and from the
            re-entering of the development stage on
            May 1, 1991 through September 30, 2002                 5

        -  Unaudited Condensed Statements of Cash Flows,
            for the nine months ended September 30, 2002
            and 2001 and from the re-entering of the
            development stage on May 1, 1991 through
            September 30, 2002                                     6


        -  Notes to Unaudited Condensed Financial Statements     7 - 9










                                     -3-

<PAGE>

                                 PROLOGUE
                       [A Development Stage Company]

                    UNAUDITED CONDENSED BALANCE SHEETS


                                  ASSETS


                                        September 30, December 31,
                                             2002         2001
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                    $        -   $        -
                                         ___________  ___________
  Total Current Assets                             -            -
                                         ___________  ___________
                                          $        -   $        -
                                        ____________ ____________


              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                        $        -   $      325
                                         ___________  ___________
   Total Current Liabilities                       -          325
                                         ___________  ___________

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   50,000,000 shares issued and
   outstanding                                50,000       50,000
  Capital in excess of par value              13,504       10,289
  Retained deficit                          (47,579)     (47,579)
  Deficit accumulated during the
    development stage                       (15,925)     (13,035)
                                         ___________  ___________
    Total Stockholders' Equity (Deficit)           -        (325)
                                         ___________  ___________
                                          $        -   $        -
                                        ____________ ____________








Note:The Balance Sheet as of December 31, 2001 was taken from the audited
           financial statements at that date and condensed.

 The accompanying notes are an integral part of these unaudited condensed
                           financial statements.

                                     -4-
<PAGE>

                                 PROLOGUE
                       [A Development Stage Company]

               UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                                   From the
                                                                Re-entering of
                         For the Three       For the Nine        Development
                         Months Ended        Months Ended      Stage on May 1,
                         September 30,       September 30,       1991 Through
                       _________________   __________________    September 30,
                         2002     2001       2002      2001         2002
                       _______  ________   ________  ________     _________
REVENUE                $     -  $     -    $     -   $     -      $      -

COST OF SALES                -        -          -         -             -
                       _______  ________   ________  ________     _________
GROSS PROFIT                 -        -          -         -             -

EXPENSES:
  General and
   administrative         670       800      2,890     2,975        15,925
                       _______  ________   ________  ________     _________

LOSS FROM OPERATIONS
  BEFORE INCOME TAXES    (670)     (800)    (2,890)   (2,975)      (15,925)

CURRENT TAX EXPENSE         -         -          -         -             -

DEFERRED TAX EXPENSE        -         -          -         -             -
                       _______  ________   ________  ________     _________
NET LOSS               $ (670)  $  (800)   $(2,890)  $(2,975)     $(15,925)
                       _______  ________   ________  ________     _________

LOSS PER COMMON SHARE  $ (.00)  $  (.00)   $  (.00)  $  (.00)     $   (.00)
                       _______  ________   ________  ________     _________


















 The accompanying notes are an integral part of these unaudited condensed
                           financial statements.

                                    -5-
<PAGE>

                                 PROLOGUE
                       [A Development Stage Company]

               UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                                 From the
                                                              Re-entering of
                                          For the Nine         Development
                                          Months Ended       Stage on May 1,
                                          September 30,      1991, Through
                                        __________________    September 30,
                                          2002      2001          2002
                                        _______    _______      _________
Cash Flows From Operating Activities:
 Net loss                              $(2,890)   $(2,975)     $ (15,925)
 Adjustments to reconcile net
   loss to net cash used by
   operating activities:
  Non-cash expense - stock
   issued for services rendered              -          -          1,035
  Changes in assets and liabilities:
    (Increase) in prepaid expenses           -          -              -
    Increase (decrease) in
      accounts payable                    (325)      (425)             -
                                        _______    _______      _________
     Net Cash Provided (Used)
      by Operating Activities           (3,215)    (3,400)       (14,890)
                                        _______    _______      _________
Cash Flows From Investing Activities:
  Purchase of Investment                     -          -              -
                                        _______    _______      _________
     Net Cash Flows Provided
      by Investing Activities                -          -              -
                                        _______    _______      _________
Cash Flows From Financing Activities:
 Proceeds from common stock issuance         -          -              -
 Contribution capital                    3,215      3,400         14,890
                                        _______    _______      _________
     Net Cash Provided
      by Financing Activities            3,215      3,400         14,890
                                        _______    _______      _________
Net Increase (Decrease) in Cash              -          -              -

Cash at Beginning of Period                  -          -              -
                                        _______    _______      _________
Cash at End of Period                   $    -     $    -       $      -
                                        _______    _______      _________
Supplemental Disclosures of Cash Flow Information:

 Cash paid during the period for:
   Interest                             $    -     $    -       $      -
   Income taxes                         $    -     $    -       $      -

Supplemental Schedule of Noncash Investing and Financing Activities:
  For the nine months ended September 30, 2002:
     None

  For the nine months ended September 30, 2001:
     None

  For the period from the re-entering of development stage on May 1, 1991
     through September 30, 2002:
    The Company issued 41,400,000 shares of its common stock for services
     valued at $1,035.



 The accompanying notes are an integral part of these unaudited condensed
                           financial statements.

                                    -6-
<PAGE>

                                 PROLOGUE
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  - The Company was organized under the laws of the  State  of
  Utah  on  October  14,  1982 and was previously engaged  in  a  sales  and
  marketing business.  The Company currently has no on-going operations  and
  is  considered  a  development stage company as defined  in  Statement  of
  Financial  Accounting Standards No. 7.  The Company is  currently  seeking
  business opportunities or potential business acquisitions.

  Condensed  Financial  Statements - The accompanying  financial  statements
  have  been  prepared  by the Company without audit.   In  the  opinion  of
  management,   all   adjustments  (which  include  only  normal   recurring
  adjustments)  necessary to present fairly the financial position,  results
  of  operations and cash flows at September 30, 2002 and 2001 and  for  the
  periods then ended have been made.

  Certain   information  and  footnote  disclosures  normally  included   in
  financial  statements  prepared  in  accordance  with  generally  accepted
  accounting principles in the United States of America have been  condensed
  or  omitted.  It is suggested that these condensed financial statements be
  read  in  conjunction  with  the financial statements  and  notes  thereto
  included  in the Company's December 31, 2001 audited financial statements.
  The  results  of operations for the periods ended September 30,  2002  and
  2001  are not necessarily indicative of the operating results for the full
  year.

  Loss  Per  Share  - The computation of loss per share of common  stock  is
  based  on  the  weighted average number of shares outstanding  during  the
  periods  presented,  in accordance with Statement of Financial  Accounting
  Standards No. 128, "Earnings Per Share" [See Note 7].

  Cash  and Cash Equivalents - The Company considers all highly liquid  debt
  investments purchased with a maturity of three months or less to  be  cash
  equivalents.

  Accounting  Estimates  -  The  preparation  of  financial  statements   in
  conformity  with generally accepted accounting principles  in  the  United
  States  of  America requires management to make estimates and  assumptions
  that   affect  the  reported  amounts  of  assets  and  liabilities,   the
  disclosures  of  contingent assets and liabilities  at  the  date  of  the
  financial  statements  and the reported amount of  revenues  and  expenses
  during  the  reported  period.  Actual results  could  differ  from  those
  estimated.

  Recently  Enacted Accounting Standards - Statement of Financial Accounting
  Standards  ("SFAS")  No.  141,  "Business  Combinations",  SFAS  No.  142,
  "Goodwill  and  Other  Intangible Assets", SFAS No. 143,  "Accounting  for
  Asset   Retirement  Obligations",  SFAS  No.  144,  "Accounting  for   the
  Impairment or Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of
  FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
  Technical  Corrections", SFAS No. 146, "Accounting  for  Costs  Associated
  with  Exit  or  Disposal Activities", and SFAS No. 147,  "Acquisitions  of
  Certain  Financial Institutions - an Amendment of FASB Statements  No.  72
  and  144  and FASB Interpretation No. 9", were recently issued.  SFAS  No.
  141, 142, 143, 144, 145, 146 and 147 have no current applicability to  the
  Company  or their effect on the financial statements would not  have  been
  significant.

  Reclassification - The financial statements for periods prior to September
  30,   2002  have  been  reclassified  to  conform  to  the  headings   and
  classifications used in the September 30, 2002 financial statements.

                                    -7-
<PAGE>

                                 PROLOGUE
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 - DISCONTINUED OPERATIONS

  Discontinued  Operations - The accompanying financial  statements  reflect
  the  Company re-entering into a new development stage on May 1, 1991 as  a
  result  of  management's decision to discontinue the former operations  of
  the Company.

NOTE 3 - CAPITAL STOCK

  During  1983  Prologue  filed  a  Registration  Statement  with  the  Utah
  Securities Commission and completed a public sale of 5,000,000  shares  of
  stock.  In 1987 a wholly owned subsidiary named Bio-Clean was formed.   On
  November 23, 1987 600,000 shares of Prologue stock were issued to  Kapitol
  Klean-All  of Phoenix, AZ as partial consideration for some equipment  and
  solvent.   Because of latent defects in the equipment all activities  were
  terminated and Bio-Clean was dissolved on May 1, 1991.  On June 14,  1988,
  1,500,000 shares of Prologue stock was issued to an officer of Prologue in
  lieu of wages for services rendered in behalf of the Company.

  On  December  19,  1994,  41,400,000 shares of stock  were  issued  to  an
  individual in exchange for payment of the current and back taxes  due  the
  state  of  Utah along with other reinstatement fees.  As a result  of  the
  stock issuance control of the corporation changed hands and the individual
  became  an  officer  of  the Company.  This agreement  also  includes  the
  payment  of  all necessary accounting and attorney fees and the production
  of  an  information  package  on Prologue to  be  used  in  promoting  the
  Company's future business activities.

NOTE 4 - INCOME TAXES

  The  Company  accounts for income taxes in accordance  with  Statement  of
  Financial  Accounting  Standards No. 109 "Accounting  for  Income  Taxes".
  SFAS  No.  109  requires  the  Company  to  provide  a  net  deferred  tax
  asset/liability  equal  to  the  expected future  tax  benefit/expense  of
  temporary  reporting differences between book and tax  accounting  methods
  and  any  available  operating  loss  or  tax  credit  carryforwards.   At
  September  30,  2002,  the  Company has available  unused  operating  loss
  carryforwards  of  approximately $15,900, which  may  be  applied  against
  future taxable income and which expire in various years through 2022.

  The  amount of and ultimate realization of the benefits from the operating
  loss carryforwards for income tax purposes is dependent, in part, upon the
  tax  laws in effect, the future earnings of the Company, and other  future
  events,  the  effects  of  which cannot be  determined.   Because  of  the
  uncertainty  surrounding  the realization of the loss  carryforwards,  the
  Company  has established a valuation allowance equal to the tax effect  of
  the  loss  carryforwards and, therefore, no deferred tax  asset  has  been
  recognized  for the loss carryforwards.  The net deferred tax  assets  are
  approximately $5,400 and $4,400 as of September 30, 2002 and December  31,
  2001,  respectively, with an offsetting valuation allowance  of  the  same
  amount  resulting in a change in the valuation allowance of  approximately
  $1,000 during the nine months ended September 30, 2002.

NOTE 5 - RELATED PARTY TRANSACTIONS

  Management Compensation - During the periods ended September 30, 2002  and
  2001, the Company did not pay any compensation to any officer/directors of
  the Company.

                                     -8-
<PAGE>

                                 PROLOGUE
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS [Continued]

  Office  Space - The Company has not had a need to rent office  space.   An
  officer/shareholder of the Company is allowing the Company to use his home
  as a mailing address, as needed, at no expense to the Company.

  Expenses  - An officer/shareholder has paid certain expenses on behalf  of
  the corporation.  The amounts of these payments are shown as contributions
  to capital in excess of par value and amounted to $3,215 and $3,400 during
  the nine months ended September 30, 2002 and 2001.

NOTE 6 - GOING CONCERN

  The  accompanying  financial statements have been prepared  in  conformity
  with  generally  accepted accounting principles in the  United  States  of
  America, which contemplate continuation of the Company as a going concern.
  However, the Company, has incurred losses since its inception and  has  no
  on-going  operations, raising substantial doubt about the ability  of  the
  Company  to  continue as a going concern.  In this regard,  management  is
  seeking  potential business opportunities and is proposing  to  raise  any
  necessary additional funds not provided by operations through loans and/or
  through  additional sales of its common stock. There is no assurance  that
  the  Company will be successful in raising additional capital or achieving
  profitable  operations.   The  financial statements  do  not  include  any
  adjustments that might result from the outcome of these uncertainties.

NOTE 7 - LOSS PER SHARE

  The  following data show the amounts used in computing loss per share  and
  the effect on income and the weighted average number of shares of dilutive
  potential common stock for the periods presented:
                                                                      From the
                                                                    Re-entering
                                                                        of
                                                                    Development
                                                                     Stage on
                           For the Three        For the Nine          May 1,
                           Months Ended         Months Ended           1991
                           September 30,        September 30,         Through
                       ____________________  ______________________  September
                         2002       2001        2002        2001      30, 2002
                       ________  __________  __________  __________  __________
  Loss from continuing
  operations available
  to common stock
  holders  (numerator) $  (670)  $   (800)   $  (2,890)  $  (2,975)  $ (15,925)
                       ________  __________  __________  __________  __________
  Weighted average
  number of common
  shares outstanding
  used in earnings
  per share during
  the period
  (denominator)      50,000,000  50,000,000  50,000,000  50,000,000  36,518,097
                     __________  __________  __________  __________  __________

  Dilutive  loss per share was not presented, as the Company had  no  common
  equivalent  shares  for  all  periods  presented  that  would  effect  the
  computation of diluted loss per share.

                                         -9-





<PAGE>



Item 2. Management's Discussion and Analysis or Plan of Operation


LIQUIDITY AND CAPITAL RESOURCES FOR THE THREE MONTH PERIOD
     ENDED SEPTEMBER 30, 2002 (Unaudited)

     The  Company  remains in the development stage  and  has  no
     revenues.  Current expenses are being paid by the president,
     Allen  Avery,  including the costs of becoming  a  reporting
     company   under  the  Securities  Exchange  Act   of   1934.
     Management is hopeful that becoming a reporting company will
     increase  the  quality  and number of  prospective  business
     ventures that may be available to the Company. For the three
     month   period   ended   September 30, 2002,  general  and
     administrative expenses were  $670.   The  expenses relate
     primarily to the costs of SEC filing expenses.  Such  losses
     will continue unless a business  opportunity  with  revenues
     and profits can be acquired  by  the  Company. There  is  no
     assurance  that  revenues  or  profitability  will  ever  be
     achieved by the Company.

     The Company will carry out its plan of business as discussed
     above.   The Company cannot predict to what extent its  lack
     of   liquidity  and  capital  resources  will   impair   the
     consummation  of a business combination or whether  it  will
     incur  further operating losses through any business  entity
     which the Company may eventually acquire.

RESULT OF OPERATIONS

    For the Three months ended September 30, 2002 and 2001
    (Unaudited).

    Net losses per share for the periods ended September 30, 2002
    and 2001 were $0.00 per share  each  quarter. For the current
    fiscal year, the President has  agreed to pay, if necessary,
    the expenses associated with the 10-QSB and  10-KSB  filings
    for  the calendar year 2002.  The  Company anticipates  that
    until   a  business   combination   is  completed   with  an
    acquisition candidate, it will not generate revenues and may
    continue  to  operate  at a loss after completing a business
    combination, depending upon the performance of  the acquired
    business.



                               -10-
<PAGE>

NEED FOR ADDITIONAL FINANCING

     Management believes  that the  Company  will have sufficient
     cash (through  verbal commitments of its president) to  meet
     the anticipated  needs of  the Company's  operations through
     at  least  the  first  calendar  quarter  of  2003.
     However, there can be no assurances to that effect,  as  the
     Company  has no revenues and the Company's need for  capital
     may  change  dramatically if it acquires an  interest  in  a
     business  opportunity during that period.  In the event  the
     Company requires additional funds, the Company will have  to
     seek  loans  or equity placements to cover such cash  needs.
     There  is  no assurance additional capital will be available
     to  the  Company  on acceptable terms.   In  the  event  the
     Company  is  able to complete a business combination  during
     this  period,  lack  of  its  existing  capital  may  be   a
     sufficient  impediment to prevent it from accomplishing  the
     goal  of  completing a business combination.   There  is  no
     assurance,  however, that without funds it  will  ultimately
     allow registrant to complete a business combination.  Once a
     business  combination is completed, the Company's needs  for
     additional financing are likely to increase substantially.

     Other  than  previously  stated, no commitments  to  provide
     additional  funds  have  been made by  management  or  other
     stockholders.   Accordingly, there can be no assurance  that
     any  additional  funds will be available to the  Company  to
     allow it to cover its expenses as they may be incurred.

     Irrespective of whether the Company's cash assets  prove  to
     be  adequate  to meet the Company's operational  needs,  the
     Company  might seek to compensate providers of  services  by
     issuance's of stock in lieu of cash.


Item 3.  Controls and Procedures

     Within the 90-day period prior to the filing of this quarterly
     report, an evaluation was performed under the  supervision and
     with the participation of Prologue's management, including the
     Chief Executive Officer  and  Chief Financial Officer,  of the
     effectiveness  of  the  design  and operation   of  Prologue's
     discloure  controls and  procedures  pursuant to  Exchange Act
     Rule 13a-14.   Based on that  evaluation,  the Chief Executive
     Officer and Chief Financial Officer  concluded that the design
     and operation of these disclosure controls and procedures were
     effective.     There  have  been  no  significant  changes  in
     Prologue's internal  controls  or in other  factors that could
     significantly  affect these controls subsequent to the date of
     their evaluation.


                               -11-

<PAGE>


                  PART II - OTHER INFORMATION




Item 1. Legal Proceedings

     None.


Item 2. Changes in Securities
     None


Item 3. Defaults Upon Senior Securities
     Not Applicable.


Item 4. Submission of Matters to a Vote of Security Holders
     None.


Item 5. Other Information
     None.


Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits
             None

     (b)  Reports on Form 8-K
             No  reports  on Form 8-K were filed during
             the quarter for which this report is filed.



                            -12-
<PAGE>






                        SIGNATURES





In  accordance  with the requirements of the  Exchange  Act,  the
registrant caused this report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.

                                      Prologue




Date: November 14, 2002                By /s/ Allen L. Avery
                                        Allen L. Avery, President








                         CERTIFICATION PURSUANT TO
                         18 U.S.C. SECTION 1350,
                          AS ADOPTED PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Prologue (the "Company") on
Form 10-QSB for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Allen L. Avery, Chief Executive Officer and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of operations of
the Company.




/s/ Allen L. Avery
Chief Executive Officer and Chief Financial Officer
November 14, 2002



                             -13-
<PAGE>


                              CERTIFICATIONS

I, Allen L. Avery, as Chief Executive Officer and Chief Financial Officer
of the Company, certify that:

  1.    I  have reviewed this quarterly Report on Form 10-QSB of Prologue;

  2.    Based on my knowledge, this quarterly report does not contain  any
untrue  statement  of  a material fact or omit to state  a  material  fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

  3.    Based  on  my  knowledge,  the  financial  statements,  and  other
financial information included in this quarterly report, fairly present in
all  material respects the financial condition, results of operations  and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;


  4.   I am responsible for establishing and maintaining disclosure
controls and  procedures  (as defined  in  Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:

  (a)  Designed  such disclosure controls and procedures  to  ensure  that
material   information   relating  to  the   registrant,   including   its
consolidated  subsidiaries, is made known to us  by  others  within  those
entities, particularly during the period in which this quarterly report is
being prepared;

  (b)  Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as of a date within 90 days prior to the filing  date  of
this quarterly report (the "Evaluation Date"); and

  (c)  Presented  in  this  quarterly report  our  conclusions  about  the
effectiveness  of  the  disclosure controls and procedures  based  on  our
evaluation as of the Evaluation Date;

  5.   I  have  disclosed, based on my most recent evaluation, to the
registrant's auditors and  the audit  committee of registrant's board of
directors (or persons performing the equivalent functions):

  (a)  All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to  record,
process, summarize and report financial data and have identified  for  the
registrant's auditors any material weaknesses in internal controls; and

  (b)  Any  fraud,  whether or not material, that involves  management  or
other  employees who have a significant role in the registrant's  internal
controls; and

  6.   I have indicated in  this quarterly report whether or not there were
significant changes in internal  controls  or  in other factors that could
significantly  affect internal  controls  subsequent to the date of our most
recent  evaluation, including  any corrective actions with regard to
significant  deficiencies and material weaknesses.

Date:  November 14, 2002


                               By /s/ Allen L. Avery, President
                                Allen L. Avery, President
                               (Principal Executive and Financial Officer)


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